T. ALAN OWEN & ASSOCIATES, P.C.
Attorneys at Law
One Arlington Centre
1112 East Copeland Road
Suite 420
Arlington, Texas 76011
TELEPHONE TELEFAX
(817) 460-4498 (817) 795-0154
(817) 461-6079 -- Metro
July 7, 2000
Wholesale On The Net, Inc.
1529 E. I-30, Suite 104
Garland, Texas 75043
Attention: Thomas N. Bieger
Dear Mr. Bieger:
As the sole director, officer and major shareholder of Wholesale On The
Net, Inc. (the "Corporation"), you have requested my opinion as special
securities counsel for the Corporation with regard to the issuance of its Common
Stock, par value of $0.001 per share (the "Common Stock"), upon organization and
pursuant to a public offering of a maximum of not more than 4,000,000 shares and
a minimum of not less than 200,000 shares, at a price of $0.25 per share.
In this respect, I have examined the following documents of the
Corporation:
1. Articles of Incorporation filed with the Secretary of State of
Nevada, on June 30, 1999.
2. A set of Bylaws approved and adopted by the Corporation upon
its organization.
3. Minutes of the organizational meeting held by Thomas N. Bieger
on July 1, 1999, as the sole director named in the Articles of
Incorporation, during which the following business, among
others, was transacted.
o Issuance of 600,000 shares of the Corporation's
Common Stock to Thomas Bieger as consideration for
services rendered and cash advanced to or for the
Corporation at a stated value of $2,000.
4. Written Consent of Sole Director, Thomas N. Bieger, dated
August 27, 1999, which authorizes the following transaction:
Issuance of 400,000 shares of Common Stock of the
Corporation as consideration for the payment of
$20,000 for the development of the Corporation's web
site which offers products for sale over the
Internet.
<PAGE>
5. Written Consent of Sole Director, Thomas N. Bieger, dated
January 31, 2000, which authorizes the following transaction:
Filing of a public offering of not more than
4,000,000 shares and not less than 200,000 shares of
the Corporation's Common Stock at a price of $0.25
per share pursuant to a registration statement to be
filed by the Corporation with the Securities and
Exchange Commission on Form SB-1.
Based upon my examination of the foregoing documents, which constitute
all of the records of the Corporation, I am of the opinion that the 1,000,000
shares of Common Stock presently outstanding constitute validly issued, fully
paid, and non-assessable shares of Common Stock of the Corporation in accordance
with Chapter 78 of the Nevada Revised Statutes, Additionally, I am of the
opinion that the shares authorized for issuance pursuant to the public offering
will, upon payment therefor, likewise constitute validly issued, fully paid, and
non- assessable shares of Common Stock of the Corporation pursuant to Chapter 78
of the Nevada Revised Statutes.
Yours Truly,
/s/ T. Alan Owen
-----------------
T. Alan Owen
TAO/jac
